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MnDOT Agreement # 1002065
STATE i MINNESOTA
1'.
This master contract is between the State of Minnesota, acting through its Commissioner of Transportation
hereinafter referred to as the "State" and the City of Columbia Heights, acting through its City Council,
hereinafter referred to as the "Local Government."
Recitals
1. The parties are authorized to enter into this agreement pursuant to Minnesota Statutes. § §15.061, 471.59
and 174.02.
2. Minn. Stat. § 161.20, subd. 2, authorizes the Commissioner of Transportation to make arrangements with
and cooperate with any governmental authority for the purposes of constructing, maintaining and
improving the trunk highway system.
3. Each party to this Contract is a "road authority" as defined by Minn. Stat. §160.02, subd. 25.
4. Minn. Stat. § 161.39, subd. 1, authorizes a road authority to perform work for another road authority.
Such work may include providing technical and engineering advice, assistance and supervision,
surveying, preparing plans for the construction or reconstruction of roadways, and performing roadway
maintenance.
5. Minn. Stat. § 174.02, subd. 6, authorizes the Commissioner of Transportation to enter into agreements
with other governmental entities for research and experimentation; for sharing facilities, equipment, staff,
data, or other means of providing transportation- related services; or for other cooperative programs that
promote efficiencies in providing governmental services, or that further development of innovation in
transportation for the benefit of the citizens of Minnesota.
6. Each party wishes to occasionally procure services from the other party, which the parties agree will
enhance the efficiency of delivering governmental services at all levels. This Master Partnership Contract
provides a framework for the efficient handling of such requests. This Master Partnership Contract
contains terms generally governing the relationship between the parties hereto. When specific services are
requested, the parties will (unless otherwise specified herein) enter into a "Work Order" contracts.
7. Subsequent to the execution of this Master Partnership Contract, the parties may (but are not required to)
enter into "Work Order" contracts. These Work Orders will specify the work to be done, timelines for
completion, and compensation to be paid for the specific work.
8. The parties are entering into this Master Partnership Contract to establish terms that will govern all of the
Work Orders subsequently issued under the authority of this Contract.
Master Contract
1. Term of Master Contract; Use of Work Order Contracts; Survival of Terms
1.1. Effective Date: This contract will be effective on the date last signed by the Local Government,
and all State officials as required under Minn. Stat. § 16C.05, subd. 2.
1.2. A party must not accept work under this Contract until it is fully executed.
1.3. Expiration Date. This Contract will expire on June 30, 2017.
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3.2. Professional and Technical Services. A party may provide professional and technical services
upon the request of the other party. As defined by Minn. Stat. § 16C.08, subd. 1,
professional /technical services "means services that are intellectual in character, including
consultation, analysis, evaluation, prediction, planning, programming, or recommendation; and
result in the production of a report or completion of a task." Professional and technical services
do not include providing supplies or materials except as incidental to performing such services.
Professional and technical services include (by way of example and without limitation)
engineering services, surveying, foundation recommendations and reports, environmental
documentation, right -of -way assistance (such as performing appraisals or providing relocation
assistance, but excluding the exercise of the power of eminent domain), geometric layouts, final
construction plans, graphic presentations, public relations, and facilitating open houses. A party
will normally provide such services with its own personnel; however, a party's
professional /technical services may also include hiring and managing outside consultants to
perform work provided that a party itself provides active project management for the use of such
outside consultants.
3.3. Roadway Maintenance. A party may provide roadway maintenance upon the request of the other
party. Roadway maintenance does not include roadway reconstruction. This work may include
but is not limited to snow removal, ditch spraying, roadside mowing, bituminous mill and overlay
(only small projects), seal coat, bridge hits, major retaining wall failures, major drainage failures,
and message painting. All services must be performed by an employee with sufficient skills,
training, expertise or certification to perform such work, and work must be supervised by a
qualified employee of the party performing the work.
3.4. Construction Administration. A party may administer roadway construction projects upon the
request of the other party. Roadway construction includes (by way of example and without
limitation) the construction, reconstruction, or rehabilitation of mainline, shoulder, median,
pedestrian or bicycle pathway, lighting and signal systems, pavement mill and overlays, seal
coating, guardrail installation, and channelization. These services may be performed by the
Providing Party's own forces, or the Providing Party may administer outside contracts for such
work. Construction administration may include letting and awarding construction contracts for
such work (including state projects to be completed in conjunction with local projects). All
contract administration services must be performed by an employee with sufficient skills,
training, expertise or certification to perform such work.
3.5. Emergency Services. A party may provide aid upon request of the other party in the event of a
man -made disaster, natural disaster or other act of God. Emergency services includes all those
services as the parties mutually agree are necessary to plan for, prepare for, deal with, and recover
from emergency situations. These services include, without limitation, planning, engineering,
construction, maintenance, and removal and disposal services related to things such as road
closures, traffic control, debris removal, flood protection and mitigation, sign repair, sandbag
activities and general cleanup. Work will be performed by an employee with sufficient skills,
training, expertise or certification to perform such work, and work must be supervised by a
qualified employee of the party performing the work. If it is not feasible to have an executed
work order prior to performance of the work, the parties will promptly confer to determine
whether work may be commenced without a fully- executed work order in place. If work
commences without a fully- executed work order, the parties will follow up with execution of a
work order as soon as feasible.
3.6. When a need is identified, the State and the Local Government will discuss the proposed work
and the resources needed to perform the work. If a party desires to perform such work, the parties
will negotiate the specific and detailed work tasks and cost. The State will then prepare a work
order contract. Generally, a work order contract will be limited to one specific
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1002065
4.2.2. The Providing Party must perform maintenance in accordance with MnDOT maintenance
manuals, policies and operations.
4.2.3. The Providing Party must use State - approved materials, including (by way of example and
without limitation), sign posts, sign sheeting, and de -icing and anti -icing chemicals.
4.3. Additional Terms for Construction Administration. The terms of section 4.1 and this section 4.3
will apply to all work orders for construction administration.
4.3.1. Contract(s) must be awarded to the lowest responsible bidder or best value proposer in
accordance with state law.
4.3.2. Contractor(s) must be required to post payment and performance bonds in an amount
equal to the contract amount. The Providing Party will take all necessary action to make
claims against such bonds in the event of any default by the contractor.
4.3.3. Contractor(s) must be required to perform work in accordance with the latest edition of
the Minnesota Department of Transportation Standard Specifications for Construction.
4.3.4. For work performed on State right -of -way, contractor(s) must be required to indemnify
and hold the State harmless against any loss incurred with respect to the performance of
the contracted work, and must be required to provide evidence of insurance coverage
commensurate with project risk.
4.3.5. Contractor(s) must pay prevailing wages pursuant to applicable state and federal law.
4.3.6. Contractor(s) must comply with all applicable Federal, and State laws, ordinances and
regulations, including but not limited to applicable human rights /anti - discrimination laws
and laws concerning the participation of Disadvantaged Business Enterprises in federally -
assisted contracts
4.3.7. Unless otherwise agreed in a Work Order, each party will be responsible for providing
rights of way, easement, and construction permits for its portion of the
improvements. Each party will, upon the other's request, furnish copies of right of way
certificates, easements, and construction permits.
4.3.8. The Providing Party may approve minor changes to the Requesting Party's portion of the
project work if such changes do not increase the Requesting Party's cost obligation under
the applicable work order.
4.3.9. The Providing Party will not approve any contractor claims for additional compensation
without the Requesting Party's written approval, and the execution of a proper
amendment to the applicable work order when necessary. The Local Government will
tender the processing and defense of any such claims to the State upon the State's
request.
4.3.10. The Local Government must coordinate all trunk highway work affecting any utilities
with the State's Utilities Office.
4.3.11. The Providing Party must coordinate all necessary detours with the Requesting Party.
4.3.12. If the Local Government is the Providing Party, and there is work performed on the trunk
highway right -of -way, the following will apply:
4.3.12.1 The Local Government will have a permit to perform the work on the trunk
highway. The State may revoke this permit if the work is not being performed
in a safe, proper and skillful manner, or if the contractor is violating the terms
of any law, regulation, or permit applicable to the work. The State will have no
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7.3. Travel Expenses. It is anticipated that all travel expenses will be included in the base cost of the
Providing Party's services, and unless otherwise specifically set forth in an applicable work order,
the Providing Party will not be separately reimbursed for travel and subsistence expenses incurred
by the Providing Party in performing any work order contract. In those cases where the State
agrees to reimburse travel expenses, such expenses will be reimbursed in the same manner and in
no greater amount than provided in the current "MnDOT Travel Regulations" a copy of which is
on file with and available from the MnDOT District Office. The Local Government will not be
reimbursed for travel and subsistence expenses incurred outside of Minnesota unless it has
received the State's prior written approval for such travel.
7.4. Payment.
7.4.1. Generally. The Requesting Party will pay the Providing Party as specified in the
applicable work order, and will make prompt payment in accordance with Minnesota law.
7.4.2. Payment by the Local Government.
7.4.2.1. The Local Government will make payment to the order of the Commissioner of
Transportation.
7.4.2.2. IMPORTANT NOTE: PAYMENT MUST REFERENCE THE "MNDOT
CONTRACT NUMBER" SHOWN ON THE FACE PAGE OF THIS
CONTRACT AND THE "INVOICE NUMBER" ON THE INVOICE
RECEIVED FROM MNDOT.
7.4.2.3. Remit payment to the address below:
MnDOT
Attn: Cash Accounting
RE: MnDOT Contract Number 1002065 and Invoice Number # # # # ##
Mail Stop 215
395 John Ireland Blvd
St. Paul, MN 55155
7.4.3. Payment by the State.
7.4.3.1. Generally. The State will promptly pay the Local Government after the Local
Government presents an itemized invoice for the services actually performed and
the State's Authorized Representative accepts the invoiced services. Invoices
must be submitted as specified in the applicable work order, but no more
frequently than monthly.
7.4.3.2. Retainage for Professional and Technical Services. For work orders for
professional and technical services, as required by Minn. Stat. § 16C.08, subd.
2(10), no more than 90 percent of the amount due under any work order contract
may be paid until the final product of the work order contract has been reviewed
by the State's authorized representative. The balance due will be paid when the
State's authorized representative determines that the Local Government has
satisfactorily fulfilled all the terms of the work order contract.
8. Conditions of Payment
All work performed by the Providing Party under a work order contract must be performed to the
Requesting Party's satisfaction, as determined at the sole and reasonable discretion of the Requesting
Party's Authorized Representative and in accordance with all applicable federal and state laws, rules, and
regulations. The Providing Party will not receive payment for work found by the State to be
unsatisfactory or performed in violation of federal or state law.
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14.1. Government Data Practices. The Local Government and State must comply with the Minnesota
Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State
under this Master Contract and any work order contract, and as it applies to all data created,
collected, received, stored, used, maintained, or disseminated by the Local Government under this
Master Contract and any work order contract. The civil remedies of Minn. Stat. § 13.08 apply to
the release of the data referred to in this clause by either the Local Government or the State.
14.2. Intellectual Property Rights
14.2.1. Intellectual Property Rights. The Requesting Party will own all rights, title, and interest in
all of the intellectual property rights, including copyrights, patents, trade secrets,
trademarks, and service marks in the Works and Documents created and paid for under
work order contracts. Works means all inventions, improvements, discoveries (whether
or not patentable), databases, computer programs, reports, notes, studies, photographs,
negatives, designs, drawings, specifications, materials, tapes, and disks conceived,
reduced to practice, created or originated by the Providing Party, its employees, agents,
and subcontractors, either individually or jointly with others in the performance of this
master contract or any work order contract. Works includes "Documents." Documents
are the originals of any databases, computer programs, reports, notes, studies,
photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other
materials, whether in tangible or electronic forms, prepared by the Providing Party, its
employees, agents, or contractors, in the performance of a work order contract. The
Documents will be the exclusive property of the Requesting Party and all such
Documents must be immediately returned to the Requesting Party by the Providing Party
upon completion or cancellation of the work order contract. To the extent possible, those
Works eligible for copyright protection under the United States Copyright Act will be
deemed to be "works made for hire." The Providing Party Government assigns all right,
title, and interest it may have in the Works and the Documents to the Requesting Party.
The Providing Party must, at the request of the Requesting Party, execute all papers and
perform all other acts necessary to transfer or record the Requesting Party's ownership
interest in the Works and Documents. Notwithstanding the foregoing, the Requesting
Party grants the Providing Party an irrevocable and royalty -free license to use such
intellectual property for its own non - commercial purposes, including dissemination to
political subd.s of the state of Minnesota and to transportation - related agencies such as
the American Association of State Highway and Transportation Officials.
14.2.2. Obligations with Respect to Intellectual Property
14.2.2.1. Notification. Whenever any invention, improvement, or discovery (whether or
not patentable) is made or conceived for the first time or actually or
constructively reduced to practice by the Providing Party, including its
employees and subcontractors, in the performance of the work order contract,
the Providing Party will immediately give the Requesting Party's Authorized
Representative written notice thereof, and must promptly furnish the
Authorized Representative with complete information and/or disclosure
thereon.
14.2.2.2. Representation. The Providing Party must perform all acts, and take all steps
necessary to ensure that all intellectual property rights in the Works and
Documents are the sole property of the Requesting Party, and that neither
Providing Party nor its employees, agents or contractors retain any interest in
and to the Works and Documents.
15. Affirmative Action
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Department of Human Rights issued pursuant to the Minnesota Human Rights
Act.
15.3.2.4. The Contractor agrees to post in conspicuous places, available to employees
and applicants for employment, notices in a form to be prescribed by the
commissioner of the Minnesota Department of Human Rights. Such notices
must state the Contractor's obligation under the law to take affirmative action
to employ and advance in employment qualified disabled employees and
applicants for employment, and the rights of applicants and employees.
15.3.2.5. The Contractor must notify each labor union or representative of workers with
which it has a collective bargaining agreement or other contract understanding,
that the Contractor is bound by the terms of Minn. Stat, Section 363A.36, of
the Minnesota Human Rights Act and is committed to take affirmative action
to employ and advance in employment physically and mentally disabled
persons.
15.3.3. Consequences. The consequences for the Contractor's failure to implement its affirmative
action plan or make a good faith effort to do so include, but are not limited to, suspension or
revocation of a certificate of compliance by the Commissioner, refusal by the
Commissioner to approve subsequent plans, and termination of all or part of this contract by
the Commissioner or the State.
15.3.4. Certification. The Contractor hereby certifies that it is in compliance with the requirements
of Minn. Stat. § 363A.36 and Minn. R. Parts 5000.3400 - 5000.3600 and is aware of the
consequences for noncompliance.
16. Workers' Compensation
Each party will be responsible for its own employees for any workers compensation claims. This Master
Contract, and any work orders issued hereunder, are not intended to constitute an interchange of
government employees under Minn. Stat. § 15.53. To the extent that this Master Contract, or any work
order issued hereunder, is determined to be subject to Minn. Stat. §15.53, such statute will control to the
extent of any conflict between the Contract and the statute.
17. Publicity
17.1. Publicity. Any publicity regarding the subject matter of a work order contract where the State is
the Requesting Party must identify the State as the sponsoring agency and must not be released
without prior written approval from the State's Authorized Representative. For purposes of this
provision, publicity includes notices, informational pamphlets, press releases, research, reports,
signs, and similar public notices prepared by or for the Local Government individually or jointly
with others, or any subcontractors, with respect to the program, publications, or services provided
resulting from a work order contract.
17.2. Data Practices Act. Section 17.1 is not intended to override the Local Government's
responsibilities under the Minnesota Government Data Practices Act.
18. Governing Law, Jurisdiction, and Venue
Minnesota law, without regard to its choice -of -law provisions, governs this master contract and all work
order contracts. Venue for all legal proceedings out of this master contract or any work order contracts, or
the breach of any such contracts, must be in the appropriate state or federal court with competent
jurisdiction in Ramsey County, Minnesota.
19. Prompt Payment; Payment to Subcontractors
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The Local Government certifies that the
appropriate person(s) have executed the contract
on behalf of the Local Government as required
by applicable ordinance, resolfl–on, charter
provision.
MnDOT Agreement # 1002065
I-Ile
By:
(with delegated authority)
Title Division Director
Date: — X
By:
/, O���A�
Title By:
City Manager
Date: 5, �5-' - X I � Date:
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WSIA 43 I&INII USIO 31 HUNW-14 Ala 149163 1
As delegated to Materials Manage pent Division
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CM Master Partnership Contract (CM Rev. 10/05 /2015)
A resolution of the City Council for the City of Columbia Heights, Minnesota,
WHEREAS, the Minnesota Department of Transportation (MnDOT) wishes to cooperate closely with local units
of government to coordinate delivery of transportation services and maximize the efficient delivery of such
services at all levels of government.
Now therefore, in accordance with the foregoing, and all ordinances and regulations of the City of Columbia
Heights, the City Council of Columbia Heights makes the following:
jl •
WHEREAS, MnDOT and local governments are authorized by Minnesota Statues sections 471.59, 174.02, and
161.20, to undertake collaborative efforts for the design, construction, maintenance and operation of state
and local roads; and
WHEREAS, the parties wish to be able to respond quickly and efficiently to such opportunities for
collaboration, and have determined that having the ability to write "work orders" against a master contract
would provide the greatest speed and flexibility in responding to identified needs.
NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF COLUMBIA HEIGHTS, MINNESOTA
1. That the City of Columbia Heights enter into a Master Partnership Contract with the Minnesota
Department of Transportation, a copy of which was before the City Council.
2. That the Mayor and City Manager are hereby authorized and directed to execute such contract and any
amendments thereto.
3. That the City Engineer is authorized to negotiate work order contracts pursuant to the Master
Contract, which work order contracts may provide for payment to or from MnDOT, and that the City
Engineer may execute such work order contracts on behalf of the City of Columbia Heights without
further approval by this Council.
Passed this 25th day of April, 2016
Offered by: Schmitt
Seconded by: Williams
Roll Call: All Ayes
Gary L. Peters n, Mayor
Attest:
Lat
Katie Bruno, City Clerk /Council Secretary
State of Minnesota
County •, Anoka
Columbia City of
I, the duly appointed, qualified City Clerk of Columbia Heights, Minnesota, and the
keeper of the records thereof, do hereby certify that the attached is a true and correct
copy of Resolution No. 2016 -43, being a Resolution authorizing the City of Columbia
Heights to enter into a Master Partnership Agreement with MnDOT.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official City Seal of
Columbia Heights this 26th day of April, 2016
Katie Bruno
City Clerk
City of Columbia Heights
Seal
Minnesota Department of Transportation
NNEs °rq� Metro District
a Office of State Aid
1500 West County Rd B2
Roseville, MN 55113 -3174
June 9, 2016
Sue Schmidtbauer
City of Columbia Heights
637 38th Ave NE
Columbia Heights, MN 55421
Re: Master Partnership Contract No. 1002065
Dear Ms. Schmidtbauer:
Telephone: 651 -234 -7773
sharon.lemay @state.mn.us
JUN 13 2016
Enclosed is a fully executed Master Partnership Contract. This contract will be in force until
June 30, 2017.
The Local Government and State must execute stand- alone work orders for any type of work
outside of the Routine Technical Services as cited in Section 2. Please see Section 3 for
details on initiating stand -alone work orders.
If you have any questions, please give me a call.
Sincerely,
Sharon LeMay
Metro State Aid
An Fnual Oaoortunity EmDlover